Committee governance

Key responsibilities

Our committee is responsible for overseeing:

• Accounting and financial reporting
• The role and mandate of the Internal Audit function
• The selection, appointment and management of the relationship with the external auditor
• Internal control and risk management systems

Detailed responsibilities are set out in our committee’s terms of reference, which can be found at www.airtel.africa/investors/governance.

Composition

Our committee consists of three independent non-executive directors: Ravi Rajagopal (chair), Annika Poutiainen and Awuneba Ajumogobia. Andy Green resigned from the Board on 29 January. The Board believes these directors have the necessary range of financial, risk, control and commercial experience required to effectively challenge management.

The Board is satisfied that Ravi Rajagopal has recent and relevant financial experience. His skills in finance, control and risk have been developed over a career working in senior strategy and management roles. He held various financial leadership roles at Diageo until retiring in 2015, including as Group controller in the UK and global head of mergers and acquisitions. As a qualified chartered accountant, he has lectured at Oxford University and Imperial College.

As a collective, we have a thorough understanding of the telecoms and mobile money services sectors and emerging markets in Africa, including recent and relevant financial experience and expertise gained through various corporate and professional appointments over the years.

See detailed biographies of our committee members in Our Board of directors. Our company secretary is the secretary to this committee.

Meetings

Our scheduled quarterly meetings take place shortly before Board meetings. Before that, the committee has a pre-meeting to focus on internal audit and risk management and discuss any issues needing more time. We held four scheduled meetings and four combined Internal Assurance and pre-meetings during the year. Attendance during the year is set out in Our Board’s focus in 2025/26. Additional meetings were held to review the audit tender process and approve the internal audit and assurance strategy, as well as the risk and compliance strategy.

We also met three times between the end of the financial year and the signing of this Annual Report.

The committee chair invites other regular attendees including the CEO, CFO, Group financial controller, chief internal auditor, chief compliance and risk officer and head of sustainability along with internal audit partners (EY) and other senior executives.

Representatives of our external auditor, Deloitte, were invited and attended all meetings. Akhil Gupta served as an appointed observer for Bharti Airtel until he resigned in July 2025. Since then, Soumen Ray has attended the meetings as an observer.

Other senior finance and ExCo leaders sometimes attend and present to our committee if specialist knowledge is required.

The committee chair meets privately and separately with each of the Group CFO, Group financial controller, chief internal auditor, chief compliance and risk officer, and our external auditor to ensure the effective flow of material information between the committee and management. We also regularly make time for discussion at the end of meetings without management present.

Effectiveness

The Board evaluation reviewed the committee’s effectiveness and sought feedback from its members. The review concluded that the committee continued to function well. Its management of meetings, quality of relationships and communications, and review and oversight of key areas of responsibility, were all considered effective, with overall feedback positive.

• See details of the Board evaluation